ARTICLE I - NAME
The name of this organization shall be the Washington State Women’s Soccer Association, a non-profit organization, chartered on March 18, 1974: registered with the State of Washington in Olympia as a non-profit organization, February 3, 1991.
ARTICLE II - ADDRESS
The registered address of the Washington State Women’s Soccer Association is as follows:
Washington State Women’s Soccer Association
P.O. Box 7505
Covington, WA 98042-9998
ARTICLE III - REGISTERED OFFICE AND REGISTERED AGENT
The registered office of the corporation shall be located in the State of Washington in such place as may be fixed from time to time by the Executive Board upon filing of such notices as may be required by law, and the registered agent shall have a business office identical with such registered office. Any change in the registered agent or registered office shall be effective upon filing using such change with the office of the Secretary of State of the State of Washington.
ARTICLE IV - MEMBERSHIP
The membership shall have the power to elect WSWSA Officers and Commissioners, approve revisions to Bylaws, Rules and Policies as necessary, and approve an annual budget.
An individual’s membership in the corporation may be terminated by a two-thirds (2/3) vote of the Executive Board. However, any individual whose membership is put to a vote of the Executive Board is entitled to the opportunity to be heard in her defense prior to such vote.
ARTICLE V - MEETINGS
Section 1: General Meeting. The Annual General Meeting shall be held each year at a date, time, and place to be selected by the Executive Board. The Annual General Meeting Agenda should include:
- President’s Message
- Current Treasurer’s Report
- Budget Approval
- Committee Reports
- Registration Report
- Election of WSWSA Officers and Commissioners
Section 2: Special Meetings. Special meetings of member teams of the corporation may be called at any time by a team which has secured the signature of at least 20% of the qualified voting teams of the corporation, or by the President, or by a majority of the Executive Board. Signatures must be verified by the WSWSA Registrar.
Section 3: Notice of Meeting. Written notice of annual or special meetings of members stating the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given by the Secretary or persons authorized to call the meeting to each team of record entitled to vote at the meeting. Such notice shall be given not less than thirty (30) nor more than sixty (60) days prior to the date of the meeting. Such notice shall be deemed to be sent to the team’s representative of record via email or website.
Section 4: Waiver of Notice. Notice of the time, place, and purpose of any meeting will be waived by any member by attendance in person. Any member so waiving shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.
Section 5: Quorum and Adjourned Meetings
A quorum at General Meetings and any Special Meetings shall consist of no less than 20% of the total Teams registered with this corporation as of 10 days prior to said meeting. A simple majority of those qualified voting teams present will decide an issue except as stated in Article X. A simple majority of one will decide issues.
A quorum at Executive Board Meetings shall consist of no less than 67% of the Executive board members entitled to vote. A simply majority of those qualified voting Executive Board members present will decide an issue.
Section 6: Proxies. Voting by proxy is prohibited.
Section 7: Voting Record. At least ten (10) days before each AGM a complete record of the Teams entitled to a vote at such AGM or any adjournment thereof, with the names and addresses of such Teams shall be made by the Registrar of the corporation. Such record shall be kept on file at the registered office of the corporation for a period of ten (10) days prior to such meeting. The record shall be kept open at the time and place of such meeting for the inspection of any member.
Section 8: Voting. WSWSA Registrar shall verify voting rights. There shall only be one vote per team, registered in the spring season of the same year as the AGM. Each Executive Board member, Officer, Commissioner, Committee Chairperson shall have one vote as specified herein.
ARTICLE VI - EXECUTIVE BOARD
Section 1: General Powers. The WSWSA and its Executive Board shall be governed by its Bylaws, Rules and Policies. The WSWSA Executive Board shall act on behalf of the total membership on all matters concerning the WSWSA and shall continue to provide opportunities for women in all levels of soccer.
Section 2: Number. The number of Executive Board members of the corporation shall not be less than 8 or more than 24. The number of Executive Board members can be increased or decreased from time to time by amending this Section 2, provided that no decrease shall have the effect of shortening the term of any incumbent Executive Board member.
Section 3: Tenure and Qualifications. Each Executive Board member shall hold office as stated herein and until a successor has been elected or qualified.
Officers shall be elected at the AGM for a term of two years.
The President and Treasurer shall be elected in odd numbered years, commencing In 1993. The Vice-President and Secretary shall be elected in even numbered years commencing in 1992. President and Treasurer must have served on Executive Board at least 2 years.
Commissioners shall be elected at the AGM for a period of 1 year with no term limits.
The duties of those Officers and Commissioners elected shall commence on the first day of the month following the AGM.
Section 4: Board Composition. The Executive Board shall be composed of the following: President, Vice-President, Secretary, Treasurer, Registrar, Scheduler, Referee Coordinator, Team/Player Coordinator, Rules/Judicial/Parliamentarian Chairperson, Field Development Chairperson, and District Commissioners, who shall all possess voting rights. The Rules/Judicial/Parliamentarian shall possess voting rights on all matters except rules interpretation. All other chairpersons shall be non-voting members of this Board.
Section 5: Vacancies. In case of any vacancy on the Executive Board, the President may appoint a successor to hold office for the unexpired portion of the term of the Executive Board member whose place shall be vacant and until a successor has been duly elected and qualified.
Section 6: Resignation. Any Executive Board member may resign at any time by delivering written notice to the Secretary of the Corporation.
Section 7: Voting Record. A complete record of Executive Board members entitled to vote shall be made by the Registrar of the Corporation. Such record shall be made by the Registrar of the Corporation. Such record shall be kept on file at the registered office of the Corporation and shall be open for the inspection of any member.
Section 8: Voting. Each officer, commissioner and committee chairperson shall have 1 vote at Executive Board meetings, except as specifically provided elsewhere in these bylaws.
No person, regardless of the number of positions that person holds on the Executive Board, shall have more than 1 vote. No person who is a paid employee WSWSA shall have an Executive Board vote.
The Rules/Judicial/Parliamentarian Chairperson shall possess voting rights on all matters except rules interpretation. All other chairpersons shall be non-voting members of this Board.
Section 9: Budget. An Annual Budget shall be prepared by the Treasurer and presented to the Membership at the Annual General Meeting for Membership approval. The Executive Board reserves the right to increase the budget for expenditures deemed necessary for the Association. Necessary expenditures include referees, fields and lights.
ARTICLE VII - EXECUTIVE BOARD
Section 1: Officers.
Officers Designated. The Officers of the Corporation shall be a President, Vice-President, a Secretary, and a Treasurer. Such other Officers, as may be deemed necessary, may be elected or appointed by the Executive Board. Any 2 or more offices may be held by the same person, except the offices of President and Secretary, provided, however, that if there is only 1 member, all corporate offices may be held by 1 individual.
Election, Qualification and Term of Office of Officers. Officers shall be elected by the membership at an annual meeting and shall serve for a term of 2 years, beginning the first of the month following the election.
Powers and Duties of Officers.
President: The President shall be the chief executive officer of the Corporation and, subject to the direction and control of the Executive Board, shall have general charge and supervision over its property, business, and affairs. The President shall, unless a chairman of the Executive Board has been elected and is present, preside at meetings of the members and the Executive Board.
The President shall supervise all activities of the WSWSA, execute all instruments on its behalf, preside at all meetings of the membership of the WSWSA and of the Executive Board, call such meetings of the Executive Board and of the membership as shall be required or deemed necessary, take care that the Bylaws, Rules and Policies are faithfully observed and perform such other duties usually inherent in such office. The President shall appoint such persons to all committees and shall appoint such other committees as she/he reasonably sees fit. The President, with the approval of the Executive Board, shall appoint persons to fill a vacancy in any office or committee for the unexpired portion of the term. The President shall represent the WSWSA at all official functions, both in and out of the State of Washington and shall appoint in the absence of the Vice-President another member from the Executive Board. The President shall be the chairperson of the Executive Board and shall vote only to break a tie.
Vice-President: In the absence of the President or her/his inability to act, the Vice-President shall act in her/his place and stead and shall have all the powers and authority of the President except as limited by resolution of the Executive Board.
The Vice-President shall act in the absence of the President with the same power and authority and perform other such duties and acts as the President shall direct. The Vice-President shall be responsible for such properties as are the sole custody of the WSWSA. The Vice-President shall succeed to the office of President if the President resigns or dies and shall fill the office of the President for the unexpired portion of the President’s term. The Vice-President shall be a voting member of the Executive Board.
Secretary: The Secretary shall: (1) keep the minutes of Executive Board meetings, (2) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; (3) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to her/him by the President or by the Executive Board.
Treasurer: Subject to the direction and control of the Executive Board, the Treasurer shall have the custody, control, and disposition of the funds and securities of the corporation and shall account for the same; and, at the expiration of her term of office, he/she shall turn over to her successor all property of the corporation in her possession.
Treasurer shall receive and be accountable for all funds belonging to the WSWSA. She shall receive all dues, fees, fines and assessments and shall deposit all collected money promptly. She shall maintain bank accounts as needed by the WSWSA, to which the President and the Treasurer shall be authorized signatory. She shall require the submission to her of all financial records at the end of the fiscal year and shall prepare a written financial report of the activities of the WSWSA for presentation at each Executive Board meeting and to the membership at the Annual General Meeting. She shall file financial forms required by the law with the appropriate authorities. She shall present her record to an Audit Committee at such time as the President or Executive Board may reasonably direct. The Treasurer shall be a voting member of the Executive Board.
Section 2: Commissioners
Commissioners Designated. District Commissioners shall be elected and have authority over teams within a geographic area, the size of which shall be determined by the Executive Board.
Election, Qualification and Term of Office of Commissioners. Commissioners shall be elected by the membership at the annual meeting and shall serve for a term of 1 year, beginning on the first Monday following the AGM.
Powers and Duties of Commissioners. The District Commissioners shall serve as liaison between the Executive Board and the area of jurisdiction for which they are responsible. Commissioners shall be voting members of the Executive Board.
Section 3: Committee Chairpersons
Committee Chairpersons Designated. There may be a Registrar, Scheduler, Rules/Judicial Chairperson, a Referee Coordinator, a Team/Player Coordinator, a Web Editor, and a Realignment Chairperson. These chairpersons are voting members of the Executive Board.
The President may appoint such other Committee chairpersons as are necessary to conduct business of the Corporation. Such appointments must be ratified by the Executive Board (Tournament, Spring League Recorder, Realignment, Jamboree, Free Kick Editor are examples). These committee chairpersons are not voting members of the Executive Board.
Appointment of Committee Chairpersons. The President shall appoint each committee Chairperson and each will thereinafter serve for a term of one year. Appointments must be ratified by the Executive Board at the next regular meeting of the Board.
- Registrar: The Registrar shall be responsible for the coordination of all registration and verification of age as determined yearly according to the Bylaws and registration requirements and procedures. The Registrar shall be in charge of recording and maintaining all records of registration of teams for competition. The Registrar shall maintain a current list of all members so registered, including name, address, and telephone number. The Registrar shall establish registration requirements and procedures. The Registrar shall serve on the Jamboree or any tournament committee for the purpose of verification of team rosters.
The Registrar shall keep current copies of the Bylaws and shall provide a copy to any and all Teams upon request. The Registrar shall perform such other acts, as the President shall direct and shall be responsible for the assimilation of the Corporation Directory, Rules and Bylaws. The Registrar shall be a voting member of the Executive Board.
- Scheduler: The Scheduler shall be responsible for coordinating with the Referees for all sanctioned league play. The Scheduler shall be charged with the preparation of all team competition schedules and any modifications. The Scheduler shall furnish to each team a schedule of games no later than 14 days prior to the first league game. The Scheduler shall be responsible for notifying the WSWSA Treasurer of forfeited games and the amount of fine owed. The Scheduler will notify offending teams of the amount of fine owed. The Scheduler shall not be a voting member of the Executive Board.
- Rules/Judicial: The Rules/Judicial Chairperson shall chair a committee for annual review of the Bylaws, Rules and Policies. The Rules/Judicial Chairperson shall be a voting member of the Executive Board except on those matters pertaining to rule interpretations and shall be a member of the Review Committee. In her/his role as Judicial chairperson she/he shall preside over the Judicial Committee which shall consist of the Judicial Chairperson and 3 additional WSWSA members, all appointed by the President, from a list of names submitted by the District Commissioners. Each district is limited to 1 committee member. The Judicial Committee shall conduct an investigation of all charges and shall have the power to take punitive action, including the levying of fines against the member(s) in question.
- Referee Coordinator: The Referee Coordinator shall serve as liaison between the Washington State Soccer Referees Association and the WSWSA, and shall help to provide referee training programs for the membership of the WSWSA. The Referee Coordinator shall be a voting member of the Executive Board.
- Field Development Chairperson: The Field Development Chairperson shall be responsible for representing WSWSA in the development of existing fields and/or new ones, and making recommendations to the WSWSA Board on the funding thereof, and shall be voting member of the Executive Board.
- Team/Player Coordinator: The Team/Player Coordinator shall facilitate the placement of players on teams and shall be a voting member of the Executive Board.
- League Recorder: The League Recorder shall keep a permanent file of team scores and standings for the Spring playing season, which shall be released for publication throughout the playing season. The League Recorder shall not be a voting member of the Executive Board.
- Tournament Director: The Tournament Director shall chair a committee for any WSWSA tournament. The committee has the authority to establish rules and guidelines for each tournament, to supplement but not contradict existing WSWSA Rules or Bylaws. The Tournament Director shall not be a voting member of the Executive Board.
- Realignment Coordinator: The Realignment Coordinator shall chair a committee to establish divisions within each league and place teams within the divisions for Spring league. The realignment Coordinator shall not be a voting member of the Executive Board.
- Web Editor: The Web Editor shall develop and maintain the WSWSA web site.
Section 4: Removal. The Executive Board shall have the right to remove any officer whenever in its judgment the best interests of the Corporation will be served thereby.
Removal of an Officer or Commissioner: Removal shall be initiated by a written petition to the Executive Board. The Executive Board shall give written notice to the individual involved not less than fourteen (14) days prior to a hearing by the Judicial Board, at which time the case for and against the individual in question will be presented. At said meeting, the accused member shall be entitled to respond to the stated reason and be heard in her/his own defense. The results of this hearing, including a statement by the individual, will be presented at a special meeting of the WSWSA called by the Judicial Committee. Provided quorum requirements are met, a two-thirds (2/3) majority vote of all representatives present is required for removal from office.
Removal of a Committee Chairperson: Removal shall be at the discretion of the Executive Board. Provided quorum requirements are met, a two-thirds (2/3) majority vote of the Executive Board present is required for removal from office. Written notice must be mailed to the individual involved not less than fourteen (14) days prior to a hearing by the Executive Board, at which time the case for and against the individual in question will be presented and a vote taken.
Section 5: Vacancies. The Executive Board shall fill any office which becomes vacant with a successor who shall hold office for the unexpired term and until her/his successor shall have been duly elected and qualified.
Section 6: Stipends. Stipends shall be fixed at the discretion of the Executive Board.
ARTICLE VIII - SPECIAL MEASURES FOR CORPORATE ACTIONS
Section 1: Actions by Written Consent. Any corporate action required or permitted by the Articles of Incorporation, Bylaws, or the laws under which this corporation is formed, to be voted upon or approved at the duly called meeting of the Executive Board members, committee of Executive Board members, or members may be accomplished without a meeting of unanimous consent of the respective Executive Board members or members, setting forth the actions so taken, shall be signed by all the Executive Board members, committee members, or members, as the case may be.
ARTICLE IX - BOOKS AND RECORDS
Section 1: Books of Accounts, Minutes. The Corporation shall keep complete books and records of accounts and minutes of the proceedings of the Executive Board and members and shall keep same at its principal place of business or the office of the Secretary a register giving the names of the members in alphabetical order and showing their respective addresses.
Section 2: Copies of Resolutions. Any person dealing with the Corporation may rely upon a copy of any of the record of the proceedings, resolutions, or votes of the Executive Board or members, when certified by the President or Secretary.
ARTICLE X - AMENDMENT OF BYLAWS
Section 1: By the Members. The Bylaws may be amended, repealed or altered at any special or General Meeting by a two-thirds (2/3) vote of teams present, provided that a quorum is present and notice of the proposed alteration or amendment is contained in the notice of the meeting postmarked, posted on the WSWSA web site, and/or via email fourteen (14) days prior to any meeting. Such amendments shall be submitted and released through the office of the WSWSA Executive Board.
ARTICLE XI - FISCAL YEAR
The fiscal year of the Corporation shall be set by resolution of the Executive Board.
ARTICLE XII - RULES OF ORDER
The rules contained in the most recent edition of Robert’s Rules of Order, Newly Revised, shall govern all meeting of members and Executive Board members where those rules are not inconsistent with the articles of Incorporation, Bylaws, or special rules of order of the Corporation.
ARTICLE XIII - CONFLICT TRANSACTIONS
No officer shall allow a vested interest or a conflict of interest in any other soccer oriented organization to interfere with or influence the performance of duties as an officer of the WSWSA. Candidates for office shall reveal all such conflicts of interest or vested interest prior to acceptance by the nominating committee or prior to election if nominated from the floor. All such interest acquired after nomination or election must be immediately revealed to the Executive Board. In the event of a vacancy of an Officer, District Commissioner, or Committee Chairperson, the terms shall be filled by a current member appointed by the President with the approval of the Executive Board and the office shall be held until the next election. Violation of any part of this Article shall result in censure and or removal from office. All elected and appointed officials shall be required to attend Executive Board Meetings. Failure to attend at least 80% of said meetings may result in removal from office.
Last Revised: 2013 Annual General Meeting